DEF 14A of Cardinal Health Inc, Sep 16, 2025

DEF 14A of Cardinal Health Inc

Filed Sep 16, 2025 · FY20250000721371-25-000114

Open on EDGAR

  1. PROPOSAL 1 — Election of Directors

    PROPOSAL 1 — Election of Directors We are seeking your support for the election of 12 candidates to serve until the next annual meeting of shareholders and until their successor is elected and qualified or until their earlier resignation, removal from office, or death. Other than Messrs. Musslewhite and Ramakrishna, who joined the Board on March 7, 2025, each of the nominees is a current director elected at last year’s annual meeting of shareholders. Each director nominee agreed to be named in this proxy statement and to serve if elected. If, due to death or other unexpected occurrence, one or more of the director nominees is not available for election, proxies will be voted for the election of any substitute nominee the Board selects.

  2. PROPOSAL 1 — Election of Directors

    | | THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES LISTED ON PAGES 14 THROUGH 19. |

  3. Board Membership Criteria: What We Look For

    Board Membership Criteria: What We Look For The Governance and Sustainability Committee reviews the composition of the Board as a whole periodically to ensure it maintains the appropriate perspectives, experiences, skillsets, personal characteristics, and occupational backgrounds for effective oversight. As part of this review process, the Governance and Sustainability Committee assesses the attributes most relevant to the company’s business, strategy, operations, and risks, considering both current and future strategic goals and the long-term interest of shareholders. Criteria for identifying and evaluating director candidates, which are provided in our Corporate Governance Guidelines, include, among other things: •business experience, qualifications, attributes, and skills, such as relevant industry knowledge (including healthcare, supply chain, and logistics) and experience in operations, information technology and cybersecurity, accounting and finance, strategic planning, and international markets; •leadership experience, including Board and executive leadership, such as a CEO, CFO, or other senior executive, or leader of a significant business operation or function; •independence; •sound judgment and integrity; •ability to commit sufficient time and attention to the activities of the Board; and •absence of conflicts with our interests.

  4. Board Membership Criteria: What We Look For

    | 12 | CARDINAL HEALTH 2025 Proxy Statement |

  5. Board Membership Criteria: What We Look For

    The Board is committed to maintaining a balanced composition that provides a broad range of perspectives, experiences, skillsets, personal characteristics, and occupational backgrounds, ensuring effective oversight of the company’s business, strategy, and risks.

  6. Director Nominee Skills and Experience

    Director Nominee Skills and Experience The table below identifies key competencies, describes their relevance to our business, strategy, and operations, and includes which directors possess each attribute.

  7. Director Nominee Skills and Experience

    | Experience(1) | | | | | | | | | | | | | | | | Board leadership as a board chair, lead director, or committee chair equips directors to lead our Board and its committees | | | | | | | | | | | | | | 10 | | Financial expertise as a finance executive or CEO brings valuable experience to the Board and our management team | | | | | | | | | | | | | | 11 | | Healthcare expertise as a leader of a healthcare company or a consulting firm with a healthcare practice provides industry experience | | | | | | | | | | | | | | 9 | | Operations experience increases the Board’s understanding of our supply chain and distribution and manufacturing operations | | | | | | | | | | | | | | 8 | | Regulatory/legal/public policy experience helps the Board assess and respond to an evolving business and healthcare regulatory environment | | | | | | | | | | | | | | 7 | | International experience brings critical insights into the opportunities and risks of our international businesses | | | | | | | | | | | | | | 8 | | Information technology/cybersecurity/AI experience contributes to the Board’s understanding of the information technology aspects of our business as well as cybersecurity and artificial intelligence (“AI”) oversight | | | | | | | | | | | | | | 7 |

  8. Director Nominee Skills and Experience

    (1)A “ ” in the chart indicates a specific area of focus or expertise that is particularly relevant to a director’s service on the Board. The lack of a “ ” does not mean that a director does not also possess meaningful experience or skill in that area.

  9. Director Nominee Demographics

    Director Nominee Demographics

  10. Director Nominee Demographics

    | Independence | Tenure | Age | Gender/Racial/Ethnic Composition | | | | | | | | | | 25% of director nominees joined the Board within the last 3 years | | 42% women | 25% racially/ethnically diverse |

  11. Director Nominee Demographics

    | CARDINAL HEALTH 2025 Proxy Statement | 13 |

  12. Director Nominee Biographies

    Director Nominee Biographies The biography of each director nominee is set forth below and includes information regarding the individual’s service as a director, professional background, current and past public company directorships held within the last five years, and the qualifications, attributes, and skills that led the Governance and Sustainability Committee and the Board to conclude that the nominee is well qualified to serve as a director.

  13. Director Nominee Biographies

    | | Robert W. Azelby | | | | | Former President and CEO of Eliem Therapeutics, Inc. | | | | | Independent Director Age: 57 Director since: 2024 | Board Committees: Audit Risk Oversight | Skills and Experience: Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  14. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Azelby brings extensive executive leadership experience across the biopharmaceutical, oncology, and specialty pharmaceutical sectors. His background includes strategic oversight and operational leadership in areas such as corporate governance, commercial and manufacturing operations, international markets, finance, human resources, and regulatory compliance. In addition to his executive leadership experience, Mr. Azelby contributes valuable insights to the Board gained through his service on the boards of several public biopharmaceutical companies. He currently serves on the Audit and Compensation Committees of ADC Therapeutics, the Audit and Nominating and Governance Committees of Autolus Therapeutics, and the Compensation Committee of Terns Pharmaceuticals. | PROFESSIONAL EXPERIENCE: •President and CEO of Eliem Therapeutics, Inc., a biotechnology company focused on neuronal excitability disorders (2020 – 2023) •President and CEO of Alder BioPharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on prevention of chronic migraines (2018 – 2019) •Executive Vice President and Chief Commercial Officer of Juno Therapeutics, Inc., a biopharmaceutical company (2015 – 2018) •Held various senior roles at Amgen Inc., a multinational biopharmaceutical company (2000 – 2015) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: ADC Therapeutics SA (since 2023), Autolus Therapeutics plc (since 2024), Terns Pharmaceuticals, Inc. (since February 2025) Past: Chinook Therapeutics, Inc. (2023), Eliem Therapeutics, Inc. (2020 – 2023), Clovis Oncology, Inc. (2018 – 2022), Immunomedics, Inc. (2020) | |

  15. Director Nominee Biographies

    | | Michelle M. Brennan | | | | | Former Value Creation Leader of Johnson & Johnson | | | | | Independent Director Age: 60 Director since: 2022 | Board Committees: Governance and Sustainability (Chair) Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  16. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Brennan brings to the Board a wealth of experience gained through a distinguished career in senior management roles at Johnson & Johnson (“J&J”), where she developed deep expertise in healthcare, regulatory compliance, manufacturing operations, product quality, strategic planning, finance, and global markets. In addition to her executive experience, Ms. Brennan contributes valuable governance insights gained through her role as Chairman of the Board at Masimo, where she also chairs the Nominating, Compliance and Corporate Governance Committee. Her prior board service at Coupa Software further enhances her qualifications, including her service as Chair of the Nominating and Corporate Governance Committee and her service on the Audit Committee. | PROFESSIONAL EXPERIENCE: •Interim CEO of Masimo Corporation, a global medical technology company (September 2024 – February 2025) •Global Value Creation Leader at J&J, a researcher, developer, and manufacturer in the healthcare and consumer packaged goods fields (2019 – 2020) •Company Group Chair of Medical Devices at J&J in Europe, the Middle East, and Africa (“EMEA”) (2015 – 2018) •President of Enterprise Standards & Productivity at J&J (2014 – 2015) •Worldwide President of Ethicon Energy at J&J (2012 – 2014) •Regional President of Ethicon Endo Surgery for EMEA, the Mediterranean, and Iberia, at J&J (2010 – 2012) •Worldwide Vice President of Business Development & Strategy for Ethicon Endo Surgery at J&J (2007 – 2009) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Masimo Corporation (since 2023) Past: Coupa Software Incorporated (2020 – 2023) | |

  17. Director Nominee Biographies

    | 14 | CARDINAL HEALTH 2025 Proxy Statement |

  18. Director Nominee Biographies

    | | Sheri H. Edison | | | | | Former Executive Vice President and General Counsel of Amcor plc | | | | | Independent Director Age: 68 Director since: 2020 | Board Committees: Governance and Sustainability Risk Oversight (Chair) | Skills and Experience: Board Leadership Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience Information Technology/Cybersecurity/AI Experience |

  19. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Edison brings to the Board extensive executive leadership experience, having served as General Counsel and in other senior functional roles at publicly traded manufacturing companies across the medical device and packaging industries. Her background provides the Board with a blend of strategic and operational experience in key areas, including healthcare, legal and regulatory compliance, enterprise risk management, information technology, corporate governance, strategic planning, and international operations. In addition to her corporate leadership roles, Ms. Edison has prior experience in private legal practice and broad-based business acumen, which enhance her ability to navigate complex commercial, legal, and regulatory environments. Ms. Edison also contributes valuable insights gained through her service on the board of directors of Union Pacific, where she chairs the Corporate Governance, Nominating, and Sustainability Committee and serves on the Compensation and Talent Committee. | PROFESSIONAL EXPERIENCE: •Executive Vice President and General Counsel of Amcor plc, a global packaging company (2019 – 2021) •Senior Vice President, Chief Legal Officer, and Secretary of Bemis Company, Inc., a global packaging company (from 2017 until Bemis was acquired by Amcor in 2019) •Vice President, General Counsel, and Secretary of Bemis (2010 – 2016) •Senior Vice President and Chief Administrative Officer of Hill-Rom Holdings Inc., a global medical device company (2007 – 2010) •Vice President, General Counsel, and Secretary of Hill-Rom Holdings Inc. (2004 –2007) •Began career in private legal practice | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Union Pacific Corporation (since 2021) | |

  20. Director Nominee Biographies

    | | David C. Evans | | | | | Former Executive Vice President and CFO of The Scotts Miracle-Gro Company | | | | | Independent Director Age: 62 Director since: 2020 | Board Committees: Audit (Chair) Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Information Technology/Cybersecurity/AI Experience |

  21. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Evans brings over 25 years of financial leadership experience, having served as Chief Financial Officer at both Scotts Miracle-Gro and Battelle. His extensive background encompasses finance and accounting, investor relations, capital markets, corporate strategy, tax, and information technology. Mr. Evans offers deep expertise in financial reporting and internal controls and has a strong understanding of capital deployment and financial operations within a publicly traded company. In addition to his executive experience, Mr. Evans served in an interim leadership role at Cardinal Health, further enhancing his industry knowledge and company-specific insights. He currently serves on the board of directors of Scotts Miracle-Gro, where he chairs the Audit Committee and is a member of the Finance Committee, bringing valuable governance and oversight perspectives from these roles. | PROFESSIONAL EXPERIENCE: •Interim CFO of The Scotts Miracle-Gro Company, a consumer lawn and garden products company (August 2022 – December 2022) •Interim CFO of Cardinal Health (September 2019 – May 2020) •Executive Vice President and CFO of Battelle Memorial Institute, a private research and development organization (2013 – 2018) •Executive Vice President, Strategy and Business Development of Scotts Miracle-Gro Company (2011 – 2013) •Executive Vice President and CFO of The Scotts Miracle-Gro Company (2006 – 2013) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: The Scotts Miracle-Gro Company (since 2018) | |

  22. Director Nominee Biographies

    | CARDINAL HEALTH 2025 Proxy Statement | 15 |

  23. Director Nominee Biographies

    | | Patricia A. Hemingway Hall | | | | | Former President and CEO of Health Care Service Corporation | | | | | Independent Director Age: 72 Director since: 2013 | Board Committees: Governance and Sustainability Human Resources and Compensation | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Regulatory/Legal/Public Policy Experience Information Technology/Cybersecurity/AI Experience |

  24. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Hemingway Hall is the retired President and Chief Executive Officer of Health Care Service Corporation (“HCSC”), the largest mutual health insurer in the United States and operator of Blue Cross and Blue Shield Plans across multiple states. With a career that began in nursing, she brings to the Board deep expertise in healthcare delivery, insurance, and policy. Her leadership at HCSC brings to the Board valuable insights into healthcare payment models, regulatory frameworks, and industry transformation. Over the course of her career, she developed significant experience in healthcare reform, regulatory compliance, government relations, finance, information technology, and human capital management. Ms. Hemingway Hall also contributes perspectives from her prior service on the boards of ManpowerGroup, where she served on the Governance and Sustainability and Audit Committees, and Halliburton. | PROFESSIONAL EXPERIENCE: •President and CEO of HCSC (2008 – 2016) •President and Chief Operating Officer of HCSC (2007 – 2008) •Executive Vice President of Internal Operations of HCSC (2006 – 2007) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Past: ManpowerGroup, Inc. (2011 – 2025), Halliburton Company (2019 – 2022) | |

  25. Director Nominee Biographies

    | | Jason M. Hollar | | | | CEO of Cardinal Health, Inc. | | | | Age: 52 Director since: 2022 | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience International Experience Information Technology/Cybersecurity/AI Experience |

  26. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Hollar has served as Chief Executive Officer of Cardinal Health since September 2022, following his tenure as Chief Financial Officer from May 2020 to August 2022. His deep understanding of the company’s operations, strategy, and stakeholders, including its customers, suppliers, employees, and shareholders, provides the Board with unique and valuable insight into the business and industry landscape. Mr. Hollar brings extensive leadership experience in executive, financial, and operational management across several large public companies. His expertise spans financial strategy, capital deployment, tax, investor relations, accounting, and financial reporting. He also has significant experience in capital markets, mergers and acquisitions, international operations, and information technology as well as corporate governance, human capital management, and regulatory compliance. During his time at Cardinal Health, Mr. Hollar has played a key role in prioritizing investments in growth areas, strengthening the company’s balance sheet, and returning capital to shareholders. In addition to his role at Cardinal Health, he serves on the board of directors of DaVita Inc., where he chairs the Audit Committee, further contributing financial oversight and governance expertise to our Board. | PROFESSIONAL EXPERIENCE: •CEO of Cardinal Health (since 2022) •CFO of Cardinal Health (2020 – 2022) •Executive Vice President and CFO of Tenneco Inc., a global automotive products and services company (2018 – 2020) •Senior Vice President Finance at Tenneco Inc. (2017 – 2018) •CFO of Sears Holding Corporation, a holding company for large consumer retailers across the United States (2016 – 2017) (Sears filed for Chapter 11 bankruptcy in October 2018) •Also served as Corporate Controller and Vice President of Finance for Delphi Automotive’s powertrain systems division, which included oversight of the Europe, Middle East, and Africa regions •Earlier in his career, held finance positions of increasing responsibility in Navistar’s engine group, South American operations, and corporate financial planning and analysis | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: DaVita Inc. (since 2022) | |

  27. Director Nominee Biographies

    | 16 | CARDINAL HEALTH 2025 Proxy Statement |

  28. Director Nominee Biographies

    | | Akhil Johri | | | | | Operating Advisor to CD&R; former Executive Vice President and CFO of United Technologies Corporation | | | | | Independent Director Age: 64 Director since: 2018 | Board Committees: Audit Risk Oversight | Skills and Experience: Board Leadership Financial Expertise International Experience Information Technology/Cybersecurity/AI Experience |

  29. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Johri brings over 25 years of financial leadership experience from his tenure at United Technologies Corporation (“UTC”) and Pall Corporation. He offers the Board deep expertise in global finance and accounting, investor relations, capital markets, mergers and acquisitions, tax, information technology, and international operations. His background also includes extensive experience in financial reporting and internal controls. Through his senior leadership roles at UTC, Mr. Johri developed a strong understanding of the financial management and capital deployment strategies essential to publicly traded multinational corporations. In addition, his service on the board of directors of Boeing, where he chairs the Finance Committee and serves on the Audit Committee, gives him valuable governance experience and further enhances the Board’s financial oversight capabilities. | PROFESSIONAL EXPERIENCE: •Operating Advisor to CD&R, a global private equity manager (since 2021) •Executive Vice President and CFO of UTC, a provider of high technology products and services to the building systems and aerospace industries (2015 – 2019) •CFO and Chief Accounting Officer of Pall Corporation, a global supplier of filtration, separations, and purifications products (2013 – 2014) •Vice President of Finance and CFO of UTC Propulsion & Aerospace Systems, which included Pratt & Whitney and UTC Aerospace Systems (2011 – 2013) •Earlier in his career, led investor relations and held senior financial roles with global business units at UTC | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: The Boeing Company (since 2020) | |

  30. Director Nominee Biographies

    | | Gregory B. Kenny | | | | | Former President and CEO of General Cable Corporation | | | | | Independent Chairman of the Board Age: 72 Director since: 2007 | Board Committees: Governance and Sustainability | Skills and Experience: Board Leadership Financial Expertise Operations Experience International Experience |

  31. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Kenny has served as Chairman of the Board since November 2018, following his tenure as independent Lead Director from 2014 to 2018. He brings to the Board extensive leadership experience, having served for 14 years as President and Chief Executive Officer of General Cable. He brings to the Board deep expertise in corporate governance, global manufacturing operations, international markets, finance, and human capital management. Mr. Kenny has demonstrated strong board leadership through his prior service as Chair of the Board’s Governance and Sustainability and Compensation Committees. He also contributes valuable governance insight gained from his roles chairing the board of Ingredion and its Corporate Governance and Nominating Committee. In both his current role as Chairman of the Board and his previous role as Lead Director, Mr. Kenny has been a driving force in fostering independent Board leadership and promoting a rigorous, deliberative decision-making process among independent directors. | PROFESSIONAL EXPERIENCE: •President and CEO of General Cable Corporation, a global manufacturer of aluminum, copper, and fiber-optic wire and cable products (2001 – 2015) •President and Chief Operating Officer of General Cable (1999 – 2001) •Executive Vice President and Chief Operating Officer of General Cable (1997 – 1999) •Served in executive level positions at Penn Central Corporation, where he was responsible for corporate business strategy •Earlier in his career, served as Foreign Service Officer of the U.S. Department of State | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Ingredion Incorporated (since 2005) | |

  32. Director Nominee Biographies

    | CARDINAL HEALTH 2025 Proxy Statement | 17 |

  33. Director Nominee Biographies

    | | Nancy Killefer | | | | | Former Senior Partner, Public Sector Practice of McKinsey & Company, Inc. | | | | | Independent Director Age: 71 Director since: 2015 | Board Committees: Governance and Sustainability Human Resources and Compensation (Chair) | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Regulatory/Legal/Public Policy Experience |

  34. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Killefer brings over 30 years of strategic leadership experience across both public and private sectors. During her tenure at McKinsey, she advised healthcare and consumer-focused organizations on strategic planning, healthcare strategy, marketing, and brand development. As the former Managing Partner of McKinsey’s Public Sector Practice and a former Chief Financial Officer of a U.S. government agency, she offers the Board deep expertise in government relations, public policy, and financial oversight. Ms. Killefer currently serves on the boards of Certara, where she chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee, and Meta Platforms, where she chairs the Audit and Privacy Committee. She previously served on the board of Natura. Her broad governance experience provides valuable insights into corporate strategy, risk management, and regulatory compliance. | PROFESSIONAL EXPERIENCE: •Senior Partner of McKinsey & Company, Inc., a global management consulting firm (1992 – 2013) •Founder and Managing Partner of McKinsey’s Public Sector Practice (2007 – 2013) •Held several key leadership roles at McKinsey, including serving as a member of the firm’s governing board •Assistant Secretary for Management, CFO, and Chief Operating Officer for the U.S. Department of Treasury (1997 – 2000) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: Certara, Inc. (since 2021), Meta Platforms, Inc. (since 2020) Past: Natura & Co Holding S.A. (2020 – 2023) | |

  35. Director Nominee Biographies

    | | Christine A. Mundkur | | | | | Former CEO of Impopharma Inc. | | | | | Independent Director Age: 56 Director since: 2022 | Board Committees: Audit Risk Oversight | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience International Experience |

  36. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Ms. Mundkur brings over 20 years of leadership experience in the pharmaceutical industry, having held executive roles across legal, quality and regulatory compliance, manufacturing operations, and strategic consulting. Her broad expertise spans healthcare, corporate governance, international markets, and finance. Ms. Mundkur currently serves on the board of directors of MannKind, where she is a member of both the Audit Committee and the Nominating and Corporate Governance Committee. She previously served on the board of directors of Lupin Limited. Her diverse background and board experience provide the company with valuable insights into regulatory strategy, operational excellence, and global market dynamics. | PROFESSIONAL EXPERIENCE: •CEO and non-voting Chair of the Board of Directors at Impopharma Inc., a generic pharmaceutical inhalation development company (2013 – 2017) •President of CM Strategic Advisors, consulting on global pharmaceutical business strategies (2011 – 2013) •President and CEO of the U.S. Division and Head of Commercial Operations for North America for Sandoz, Inc., a division of the Novartis Group and a global generic and biosimilar pharmaceutical business (2009 – 2010) •CEO of Barr Laboratories, Inc., a subsidiary of Barr Pharmaceuticals, Inc. (2008) •Associate Counsel at Barr Pharmaceuticals and held several positions of increasing responsibility in the company’s quality and regulatory departments (1993 – 2008) | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: MannKind Corporation (since 2018) Past: Lupin Limited (2019 – 2022) | |

  37. Director Nominee Biographies

    | 18 | CARDINAL HEALTH 2025 Proxy Statement |

  38. Director Nominee Biographies

    | | Robert W. Musslewhite | | | | | Former CEO of Definitive Healthcare Corp. | | | | | Independent Director Age: 55 Director since: 2025 | Board Committees: Human Resources and Compensation Risk Oversight | Skills and Experience: Board Leadership Financial Expertise Healthcare Expertise Operations Experience Regulatory/Legal/Public Policy Experience Information Technology/Cybersecurity/AI Experience |

  39. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Musslewhite brings over two decades of executive leadership experience across healthcare technology, data analytics, and strategic consulting. His background includes senior roles in corporate strategy, product scaling, and operational leadership at both public and private companies. He most recently served as CEO of Definitive Healthcare, where he led the company following its initial public offering and oversaw its growth strategy. Prior to that, he held multiple CEO roles within UnitedHealth Group’s Optum division and served as Chairman and CEO of The Advisory Board Company. Mr. Musslewhite currently serves on the board of directors of CoStar Group, where he chairs its Compensation Committee and serves on its Capital Allocation Committee. He previously served on the boards of Definitive Healthcare and The Advisory Board. His extensive leadership and board experience provide the company with valuable insights into healthcare innovation, data-driven strategy, public company governance, finance, human capital management, and regulatory compliance. | PROFESSIONAL EXPERIENCE: •CEO of Definitive Healthcare Corp., a provider of healthcare commercial intelligence (2022 – 2024) •CEO of OptumInsight, Optum360, and Optum Analytics, healthcare technology divisions of UnitedHealth Group Incorporated (2017 – 2021) •CEO and Chairman of the Board of The Advisory Board Company, a healthcare consulting company (2008 – 2017) •Associate Principal at McKinsey & Company prior to joining The Advisory Board Company | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Current: CoStar Group, Inc. (since 2020) Past: Definitive Healthcare Corp. (2021 – 2024) | |

  40. Director Nominee Biographies

    | | Sudhakar Ramakrishna | | | | | President and CEO of SolarWinds Corporation | | | | | Independent Director Age: 57 Director since: 2025 | Board Committees: Audit Risk Oversight | Skills and Experience: Financial Expertise Operations Experience International Experience Information Technology/Cybersecurity/AI Experience |

  41. Director Nominee Biographies

    | DIRECTOR QUALIFICATIONS: Mr. Ramakrishna brings over 25 years of leadership experience in the technology sector, with deep expertise in cybersecurity, enterprise software, and IT infrastructure. As CEO of SolarWinds since 2021, he has led the company through significant technology, business model, and cybersecurity transformations. His prior executive roles include serving as CEO of Pulse Secure and holding senior leadership positions at Citrix Systems, Polycom, Motorola, and 3COM, where he was responsible for driving innovation across cloud, networking, and mobile platforms. In these roles, he also gained extensive experience overseeing global IT operations, including infrastructure modernization, systems integration, and operational resilience. Other than SolarWinds, Mr. Ramakrishna previously served on the public company boards of Enterprise 4.0 Technology Acquisition Corp. and SailPoint Technologies. He is also an advisory partner at Benhamou Global Ventures. His extensive operating and governance experience provides the Board with valuable insights into cybersecurity, digital transformation, and strategic risk oversight as well as with public company finance, human capital management, mergers and acquisitions, and regulatory compliance experience. | PROFESSIONAL EXPERIENCE: •President and CEO of SolarWinds Corporation, a software development company (since 2021) •CEO of Pulse Secure, LLC, a security software company (2015 – 2020) •Senior Vice President of Products and Senior Vice President and General Management of Enterprise and Service Providers of Citrix Systems, Inc., a cloud computing and virtualization technology company (2013 – 2015) •Held other senior leadership roles at Motorola, Inc., Stoke, Inc., 3COM Corporation and U.S. Robotics | | OTHER PUBLIC COMPANY DIRECTORSHIPS: Past: SolarWinds Corporation (2021 – April 2025 when the company went private), Enterprise 4.0 Technology Acquisition Corp. (2021 – 2023), SailPoint Technologies Holdings, Inc. (2021 – 2022) | |

  42. Director Nominee Biographies

    | CARDINAL HEALTH 2025 Proxy Statement | 19 |

  43. Director Nominee Biographies

    | | GREGORY B. KENNY Chairman of the Board | | JASON M. HOLLAR CEO | | | | | | | DAVID C. EVANS Audit Committee Chair | MICHELLE M. BRENNAN Governance and Sustainability Committee Chair | NANCY KILLEFER Human Resources and Compensation Committee Chair | SHERI H. EDISON Risk Oversight Committee Chair |

  44. Director Compensation

    Director Compensation

  45. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 The non-management directors received the following compensation during fiscal 2025:

  46. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robert W. Azelby | 120,000 | 199,953 | 2,000 | 321,953 | | Steven K. Barg(3) | 42,131 | — | — | 42,131 | | Michelle M. Brennan | 120,000 | 199,953 | — | 319,953 | | Sujatha Chandrasekaran(3) | 42,131 | — | — | 42,131 | | Sheri H. Edison | 140,000 | 199,953 | — | 339,953 | | David C. Evans | 120,000 | 199,953 | 2,000 | 321,953 | | Patricia A. Hemingway Hall | 140,000 | 199,953 | 2,000 | 341,953 | | Akhil Johri | 145,000 | 199,953 | 2,000 | 346,953 | | Gregory B. Kenny | 245,000 | 325,011 | — | 570,011 | | Nancy Killefer | 140,000 | 199,953 | — | 339,953 | | Christine A. Mundkur | 120,000 | 199,953 | — | 319,953 | | Robert W. Musslewhite(4) | 38,219 | 134,272(5) | — | 172,491 | | Sudhakar Ramakrishna(4) | 38,219 | 134,272(5) | — | 172,491 |

  47. Director Compensation for Fiscal 2025

    (1)These awards are RSUs granted under the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”). We valued the RSUs by multiplying the closing price of our common shares on the NYSE on the grant date by the number of RSUs awarded. As of June 30, 2025, the aggregate number of shares underlying unvested RSUs held by each director serving on that date was as follows: Mr. Azelby — 1,730 shares; Ms. Brennan — 1,730 shares; Ms. Edison — 1,730 shares; Mr. Evans — 1,730 shares; Ms. Hemingway Hall — 1,730 shares; Mr. Johri — 1,730 shares; Mr. Kenny — 2,812 shares; Ms. Killefer —1,730 shares; Ms. Mundkur — 1,730 shares; Mr. Musslewhite — 1,049 shares; and Mr. Ramakrishna — 1,049 shares. (2)The amounts reported in this column represent a company match attributable to a charitable contribution under our matching gift program. This column does not include perquisites received by a director to the extent the amount of all such perquisites received by the director was less than $10,000. (3)Ms. Chandrasekaran and Mr. Barg served on the Board until their terms expired at the 2024 annual meeting of shareholders. (4)Messrs. Musslewhite and Ramakrishna joined the Board on March 7, 2025. (5)Includes initial RSU grant made on March 15, 2025.

  48. Director Compensation for Fiscal 2025

    | CARDINAL HEALTH 2025 Proxy Statement | 39 |

  49. Fiscal 2025 Executive Compensation Highlights

    Fiscal 2025 Executive Compensation Highlights •Strong enterprise results contributed to fiscal 2025 annual cash incentive performance for Messrs. Hollar and Alt and Ms. Mayer at 136% of target. Reflecting a mix of their segments’ performance and enterprise performance, Mr. Mason received 80% of his target and Ms. Weitzman received 130% of her target. As discussed on page 49, the Compensation Committee exercised negative discretion in arriving at the final funding for the corporate function and the GMPD and Pharma segments to contribute to the funding of a bonus payment to eligible employees who would not otherwise receive a bonus to recognize their contributions to our outstanding fiscal 2025 performance. •PSUs for the fiscal 2023 through fiscal 2025 performance cycle (the “Fiscal 23-25 PSUs”) settled at 212% based on over-performance against the financial goals, with an upward 20% modifier applied based on our total shareholder return (“TSR”) finishing in the 100th percentile of the S&P 500 Health Care Index. Our three-year TSR was 235.5% compared to 9.4% for the S&P 500 Health Care Index over that period.

  50. Executive Compensation Governance Features

    | WHAT WE HAVE | | WHAT WE DO NOT HAVE | | | | Significant portion of executive pay consists of performance-based “at risk” elements | | No employment agreements with executive team | | | Business-specific strategic objectives and Our Path Forward employee training and engagement goals | | No payment of dividend equivalents on PSUs or RSUs until, and only to the extent that, the underlying award vests | | | Caps on annual cash incentive payouts and PSU awards | | No executive pensions | | | Minimum vesting period for long-term incentive awards | | No repricing of underwater options without shareholder approval | | | Stock ownership guidelines for directors and executive officers | | No hedging or pledging of company stock by directors and executive officers | | | Compensation clawback policies | | No “single trigger” change of control arrangements | | | Longstanding, proactive shareholder engagement program and history of responsiveness | | No excise tax gross-ups upon change of control |

  51. Target Total Direct Compensation

    | Name | Base Salary (Annualized Rate) ($) | Annual Incentive Target (% of Base Salary) | Annual Incentive Target ($) | Long-Term Incentive Target ($) | Target Total Direct Compensation ($) | | Hollar | 1,500,000 | 175 | 2,625,000 | 13,000,000 | 17,125,000 | | Alt | 875,000 | 110 | 962,500 | 3,850,000 | 5,687,500 | | Mason | 745,000 | 100 | 745,000 | 3,250,000 | 4,740,000 | | Weitzman | 745,000 | 100 | 745,000 | 3,650,000 | 5,140,000 | | Mayer | 720,000 | 100 | 720,000 | 3,100,000 | 4,540,000 |

  52. Annual Incentive Compensation

    Annual Incentive Compensation Fiscal 2025 annual cash incentive awards for named executives were based on four performance measures: •An earnings measure (adjusted non-GAAP operating earnings for Messrs. Hollar and Alt and Ms. Mayer and a mix of adjusted segment profit and adjusted non-GAAP operating earnings for Mr. Mason and Ms. Weitzman); •A liquidity measure (non-GAAP adjusted free cash flow); •Strategic business objectives; and •an Our Path Forward objective. For the fiscal 2025 program, the Compensation Committee changed the earnings measure applicable to the segment CEOs from adjusted non-GAAP operating earnings for the enterprise to a mix of adjusted segment profit and non-GAAP operating earnings. The Compensation Committee also changed the liquidity measure for all named executives from operating cash flow to non-GAAP adjusted free cash flow and added strategic business objectives as a performance measure for all named executives. The rationale for using these measures and their relative weighting is discussed in more detail below.

  53. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer The table below shows goals for the fiscal 2025 annual incentive program and performance against those goals for corporate function employees Messrs. Hollar and Alt and Ms. Mayer.

  54. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Adjusted non-GAAP operating earnings(1) | | | | | 106% | 80 pp | | Non-GAAP adjusted free cash flow(1) | | | | | 189% | 30 pp | | Strategic business objectives(2) | | Payout achieved is based on the average of each operating segment’s performance measured against individual results | | | 150% | 15 pp | | Our Path Forward(3) | | Target payout achieved if between 97.0% and 98.5% of eligible employees within the corporate function complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 140%* |

  55. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    * As described below under “Annual Incentive Target and Payouts,” the Compensation Committee exercised discretion to reduce the final payout percentage for corporate function employees to 136% of target to contribute to the funding of a bonus payment to eligible employees who would not otherwise receive a bonus. (1)A payout between 20% and 200% of target is earned for achieving the adjusted non-GAAP operating earnings and non-GAAP adjusted free cash flow goals.

  56. Annual Incentive Goals and Results for Messrs. Hollar and Alt and Ms. Mayer

    | CARDINAL HEALTH 2025 Proxy Statement | 47 |

  57. Annual Incentive Goals and Results for Mr. Mason

    Annual Incentive Goals and Results for Mr. Mason The table below shows goals for the fiscal 2025 annual incentive program and performance against those goals for the GMPD segment leader, Mr. Mason.

  58. Annual Incentive Goals and Results for Mr. Mason

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | GMPD adjusted segment profit(1)(2) | | | | | 72% | 10 pp | | Adjusted non-GAAP operating earnings(1)(2) | | | | | 106% | 16 pp | | Non-GAAP adjusted free cash flow(2) | | | | | 189% | 30 pp | | Strategic business objectives(3) | | Payout achieved based on performance against metrics for year-over-year revenue growth in Cardinal Health™ Brand products and improvement in service levels and employee safety | | | 117% | 12 pp | | Our Path Forward(4) | | Target payout achieved if between 97.0% and 98.5% of eligible employees within the GMPD segment complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 83%* |

  59. Annual Incentive Goals and Results for Mr. Mason

    * As described below under “Annual Incentive Target and Payouts,” the Compensation Committee exercised discretion to reduce the final payout percentage for GMPD segment employees to 80% of target to contribute to the funding of a bonus payment to eligible employees who would not otherwise receive a bonus. (1)The overall earnings goal was weighted 80% to GMPD adjusted segment profit and 20% to adjusted non-GAAP operating earnings for the enterprise. (2)A payout between 20% and 200% of target is earned for achieving the earnings and non-GAAP adjusted free cash flow goals.

  60. Annual Incentive Goals and Results for Mr. Mason

    | 48 | CARDINAL HEALTH 2025 Proxy Statement |

  61. Annual Incentive Goals and Results for Ms. Weitzman

    Annual Incentive Goals and Results for Ms. Weitzman The table below shows goals for the fiscal 2025 annual incentive program and performance against those goals for the Pharma segment leader, Ms. Weitzman.

  62. Annual Incentive Goals and Results for Ms. Weitzman

    | (dollars in millions) | Weight | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Pharma adjusted segment profit(1)(2) | | | | | 105% | 63 pp | | Adjusted non-GAAP operating earnings(1)(2) | | | | | 106% | 16 pp | | Non-GAAP adjusted free cash flow(2) | | | | | 189% | 30 pp | | Strategic business objectives(3) | | Payout achieved based on performance against metrics for successful onboarding of new strategic customers, key customer retention, and delivery of unified oncology strategy | | | 100% | 10 pp | | Our Path Forward(4) | | Target payout achieved if between 97.0% and 98.5% of eligible employees within the Pharma segment complete leader capability training | | | 150% | 15 pp | | Total calculated payout | | | | | | 134%* |

  63. Annual Incentive Goals and Results for Ms. Weitzman

    * As described below under “Annual Incentive Target and Payouts,” the Compensation Committee exercised discretion to reduce the final payout percentage for Pharma segment employees to 130% of target to contribute to the funding of a bonus payment to eligible employees who would not otherwise receive a bonus. (1)The overall earnings goal was weighted 80% to Pharma adjusted segment profit and 20% to adjusted non-GAAP operating earnings for the enterprise. (2)A payout between 20% and 200% of target is earned for achieving the earnings and non-GAAP adjusted free cash flow goals. (3)A payout between 50% and 200% of target is earned for achieving the strategic business objectives. (4)A payout between 50% and 150% of target is earned for achieving the Our Path Forward goal.

  64. Annual Incentive Targets and Payouts

    Annual Incentive Targets and Payouts The Compensation Committee annually reviews our named executives’ annual incentive targets as a percentage of base salary. After the review at the beginning of fiscal 2025, the Compensation Committee did not change any of the named executives’ targets as a percentage of base salary. The table below shows fiscal 2025 annual incentive awarded to each named executive. As shown in the tables above, enterprise and segment performance would have resulted in total calculated payouts of 140% for the corporate function, 83% for the GMPD segment, and 134% for the Pharma segment. However, to contribute to the funding of a bonus payment to eligible employees who would not otherwise receive a bonus to recognize their contributions to our outstanding fiscal 2025 performance, the Compensation Committee exercised discretion to reduce the final payouts to 136%, 80%, and 130%, respectively.

  65. Annual Incentive Targets and Payouts

    | Name | Target (% of Base Salary) | Target Amount ($) | Payout Level (% of Target) | Calculated Payout ($) | | Hollar | 175 | 2,611,575 | 136 | 3,551,742 | | Alt | 110 | 958,281 | 136 | 1,303,262 | | Mason | 100 | 741,932 | 80 | 593,545 | | Weitzman | 100 | 741,932 | 130 | 964,511 | | Mayer | 100 | 716,932 | 136 | 975,027 |

  66. Annual Incentive Targets and Payouts

    | CARDINAL HEALTH 2025 Proxy Statement | 49 |

  67. Long-Term Incentive Targets and Grants

    Long-Term Incentive Targets and Grants The Compensation Committee annually reviews our named executives’ long-term incentive targets. After the review at the beginning of fiscal 2025, the Committee approved adjustments for each of our named executives to move their target total direct compensation closer to the median of the Comparator Group market data for their respective roles as well as for internal pay equity considerations.

  68. Long-Term Incentive Targets and Grants

    | | Long-Term Incentive Targets | | | Name | Fiscal 2025 ($) | Fiscal 2024 ($) | | Hollar | 13,000,000 | 12,000,000 | | Alt | 3,850,000 | 3,750,000 | | Mason | 3,250,000 | 3,000,000 | | Weitzman | 3,650,000 | 3,500,000 | | Mayer | 3,100,000 | 3,000,000 |

  69. Long-Term Incentive Targets and Grants

    The following table shows the long-term incentive awards granted for the fiscal 2025 annual grant (on August 15, 2024) to each of the named executives. The annual grant award mix was 60% in PSUs and 40% in RSUs.

  70. Long-Term Incentive Targets and Grants

    | | Fiscal 2025 Annual Grant Awards(1) | | | | Name | RSUs ($) | Target PSUs ($) | Total ($) | | Hollar | 5,200,000 | 7,800,000 | 13,000,000 | | Alt | 1,540,000 | 2,310,000 | 3,850,000 | | Mason | 1,300,000 | 1,950,000 | 3,250,000 | | Weitzman | 1,460,000 | 2,190,000 | 3,650,000 | | Mayer | 1,240,000 | 1,860,000 | 3,100,000 |

  71. Long-Term Incentive Targets and Grants

    (1)The values referenced in the table differ from the accounting values of RSUs and PSUS disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards for Fiscal 2025 table largely due to the timing and determination of such accounting values under the relevant guidance.

  72. Fiscal 2025-2027 Performance Share Unit Grants

    Fiscal 2025-2027 Performance Share Unit Grants The Compensation Committee based the goals for the PSUs for the fiscal 2025 through fiscal 2027 performance cycle (the “Fiscal 25-27 PSUs”) on adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, non-GAAP adjusted free cash flow, and an Our Path Forward objective, with a modifier based on TSR relative to the S&P 500 Health Care Index. The Compensation Committee changed the liquidity measure for the Fiscal 25-27 PSUs to non-GAAP adjusted free cash flow from the previously used operating cash flow. The rationale for using these measures and their relative weighting is discussed in more detail below.

  73. Fiscal 2025-2027 Performance Share Unit Grants

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | | Sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield(1) | | | | | | Non-GAAP adjusted free cash flow(1) | | | | | | Our Path Forward(1) | | Achieved based on attainment of favorability scores in employee engagement surveys in select categories | | | | Relative TSR modifier(2) | | | | |

  74. Fiscal 2025-2027 Performance Share Unit Grants

    (1)A payout level between 50% and 200% of target is earned for achieving the adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, non-GAAP adjusted free cash flow, and Our Path Forward goals. (2)The relative TSR modifier decreases the payout by 20% if relative TSR is below the 20th percentile of the S&P 500 Health Care Index and increases it by 20% if relative TSR is above the 80th percentile of the index (unless absolute TSR is negative).

  75. Fiscal 2025-2027 Performance Share Unit Grants

    | 50 | CARDINAL HEALTH 2025 Proxy Statement |

  76. Liquidity Measure

    Liquidity Measure A liquidity measure is included in the long-term incentive program to align with our focus on capital deployment. Our ability to generate cash is critical to our growth and necessary to fund the activities needed to meet our capital deployment objectives. The liquidity measure used for the Fiscal 25-27 PSUs was non-GAAP adjusted free cash flow, which shows cash generated after deducting the purchase of assets such as property, equipment, and other major investments from operating cash flow. This metric aligns with the liquidity measure that we present externally in our earnings materials and removes the effect of unusual or nonrecurring items, such as litigation settlements and recoveries, allowing for a more consistent measurement across periods. The free cash flow goal set by the Compensation Committee aligned with our fiscal 2025 budget and long-term projections and took into account the expiration of the pharmaceutical distribution contracts with OptumRx at the end of fiscal 2024.

  77. Relative TSR Modifier

    Relative TSR Modifier A relative TSR modifier measured over a three-year period continues to link this long-term incentive compensation directly to our relative shareholder returns and provide further alignment with shareholder interests while also recognizing factors that impact our industry and peers. We use the S&P 500 Health Care Index as the peer group because it is an objective, widely available index with broad representation in the healthcare sector. We describe how we calculate the measures referenced above under “Performance Measure Calculations” beginning on page 63.

  78. Fiscal 2023-2025 Performance Share Unit Payouts

    Fiscal 2023-2025 Performance Share Unit Payouts In August 2025, the Compensation Committee certified the payout of the Fiscal 23-25 PSUs at 212% of target based on actual performance. The payout was increased by 20% after applying the relative TSR modifier. The Fiscal 23-25 PSUs were eligible to be earned based on achievement versus a three-year adjusted non-GAAP diluted EPS CAGR and average annual dividend yield goal, a three-year cost savings goal, and an Our Path Forward measure, with a modifier based on TSR relative to the S&P 500 Health Care Index. We describe how we calculate the measures referenced above under “Performance Measure Calculations” beginning on page 63.

  79. Fiscal 2023-2025 Performance Share Unit Payouts

    | CARDINAL HEALTH 2025 Proxy Statement | 51 |

  80. Fiscal 2023-2025 Performance Share Unit Payouts

    | (dollars in millions) | Weighting | Threshold | Target | Maximum | Percent of Target | Weighted Impact | | Sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield(1)(2) | | | | | 205% | 140 pp | | Cost savings(2) | | | | | 137% | 27 pp | | Our Path Forward(3) | | Achieved based on progress against long-term aspirational management representation goals | | | 96% | 10 pp | | Payout before relative TSR modifier applied | | | | | | 177% | | Relative TSR modifier(4) | | | 100th percentile of S&P 500 Health Care Index | | | | | Final payout | | | | | 212% | |

  81. Fiscal 2023-2025 Performance Share Unit Payouts

    (1)A payout was earned based on the sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield over the three-year performance cycle. The actual adjusted non-GAAP diluted EPS CAGR was 17.6% and the actual average annual dividend yield was 2.9%. (2)A payout between 50% and 200% of target is earned for achieving the adjusted non-GAAP diluted EPS CAGR and average annual dividend yield and cost savings goals. (3)A payout between 50% and 150% of target is earned for achieving the Our Path Forward goal. (4)The relative TSR modifier decreases the payout by 20% if relative TSR is below the 20th percentile of the S&P 500 Health Care Index and increases it by 20% if relative TSR is above the 80th percentile of the index (unless absolute TSR is negative). The chart below shows PSU payouts based on our actual results over the last five performance cycles, illustrating the correlation of pay with performance. Three-year TSR is calculated as TSR over the three fiscal year period expressed as a percentage, calculated based on changes in stock price assuming reinvestment of dividends.

  82. Fiscal 2023-2025 Performance Share Unit Payouts

    | | | | | | | | 3-year TSR | 31.1% | 24.2% | 100.0% | 86.2% | 235.5% | | Application of relative TSR modifier | 20% reduction in payout | No modification | 20% increase in payout | 20% increase in payout | 20% increase in payout |

  83. Fiscal 2023-2025 Performance Share Unit Payouts

    | 52 | CARDINAL HEALTH 2025 Proxy Statement |

  84. Fiscal 2023-2025 Performance Share Unit Payouts

    The table below shows the target and earned Fiscal 23-25 PSUs for our named executives.

  85. Fiscal 2023-2025 Performance Share Unit Payouts

    | Name | Target Number of Shares (#) | Number of Shares Earned (#) | | Hollar | 115,764 | 245,420 | | Alt | 31,815 | 67,448 | | Mason | 25,725 | 54,537 | | Weitzman | 18,443 | 39,100 | | Mayer | 23,582 | 49,994 |

  86. Retirement Benefits

    Retirement Benefits Our 401(k) Savings Plan and DCP allow U.S.-based employees to accumulate value on a tax-deferred basis and allow us to be competitive in recruiting and retaining talent. Our DCP permits certain management employees, including the named executives, to defer payment and taxation of a portion of their salary and annual incentive compensation into a variety of different investment alternatives. We make matching contributions subject to limits discussed under “Nonqualified Deferred Compensation in Fiscal 2025” beginning on page 65. We also may make additional contributions to the 401(k) Savings Plan and DCP on the same basis for all participating employees. Named executives also may elect to defer payment and taxation of PSUs and RSUs.

  87. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Under our Cardinal Health, Inc. Senior Executive Severance Plan (the “Severance Plan”) adopted by the Board in 2018, our named executives are eligible for severance benefits under certain circumstances. The table below describes the benefits received by our named executives under specific termination events under the Severance Plan, which reflects amended terms approved by the Compensation Committee in September 2023 discussed further below.

  88. Severance and Change of Control Benefits

    | CARDINAL HEALTH 2025 Proxy Statement | 53 |

  89. Severance and Change of Control Benefits

    | Termination Event | Benefits Received | | Termination without cause on or before September 21, 2025 and other than during COC Period(1) | •Cash severance equal to 2.25 times the sum of annual base salary and target bonus for the CEO and 1.75 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on actual performance •Prorated vesting of unvested stock awards (with performance awards continuing to remain subject to actual performance) •Up to 18 months of health insurance premiums and up to 12 months of outplacement services | | Termination without cause after September 21, 2025 and other than during COC Period | •Cash severance equal to 2.0 times the sum of annual base salary and target bonus for the CEO and 1.5 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on actual performance •Up to 18 months of health insurance premiums and up to 12 months of outplacement services | | Termination without cause or termination for good reason during COC Period | •Cash severance equal to 2.5 times the sum of annual base salary and target bonus for the CEO and 2.0 times the sum of annual base salary and target bonus for other named executives •Prorated annual bonus for the year of termination based on the greater of target performance and actual performance •Up to 18 months of health insurance premiums and up to 12 months of outplacement services |

  90. Severance and Change of Control Benefits

    (1)For purposes of the Severance Plan, the “COC Period” refers to the two-year period commencing upon the occurrence of a change of control. As previously disclosed, on September 21, 2023, the Compensation Committee approved the Third Amendment to the Severance Plan (the “Amendment”) in connection with a business portfolio review being conducted at the time. The Amendment increased the cash severance multiple for executive officers if we terminated them without cause on or before September 21, 2025 (and not during the two years following a change of control). It also changed the treatment of unvested stock awards held by executive officers if we terminated them without cause on or before September 21, 2025 (and not during the two years following a change of control), which would provide for prorated vesting of unvested awards. This treatment of unvested stock awards under such a termination generally mirrors the existing treatment of unvested stock awards held by retirement-eligible executives if they are involuntarily terminated. The above-described changes to the Severance Plan remain in place only until September 21, 2025, following which date the Severance Plan will automatically revert to its original terms, as detailed in the table above. Receipt of severance benefits is subject to the terms of the Severance Plan, including the required execution of a general release and compliance with certain restrictive covenants. We believe that the Severance Plan is competitive with market practices and provides appropriate levels of benefits under standard terms and conditions related to executive separations. These benefits are an important component of our compensation packages designed to attract and retain top caliber talent in senior leadership roles and define terms and conditions of separation events. We do not have any agreements to provide change-of-control excise tax gross-ups. We have a Policy Regarding Shareholder Approval of Severance Agreements, which requires shareholder approval prior to our entering into severance agreements with executives that would provide cash severance benefits exceeding 2.99 times base salary and target bonus. We discuss our severance and change of control benefits in detail under “Potential Payments on Termination of Employment or Change of Control” beginning on page 67.

  91. Role of Compensation Committee’s Compensation Consultant

    Role of Compensation Committee’s Compensation Consultant The Compensation Committee has utilized Korn Ferry as its independent executive compensation consultant since 2018. In its role as the Compensation Committee’s executive compensation consultant during fiscal 2025, Korn Ferry (among other things): •reviewed materials prepared for the Compensation Committee by management; •assisted the Compensation Committee in the design and implementation of our executive compensation program, including the selection of the key elements of the program, setting of targeted payments for each element, and establishment of performance targets;

  92. Role of Compensation Committee’s Compensation Consultant

    | 54 | CARDINAL HEALTH 2025 Proxy Statement |

  93. Role of Compensation Committee’s Compensation Consultant

    •made recommendations regarding the compensation of our CEO and other named executives and the compensation of our directors; •conducted an annual review of the composition of our Comparator Group, advised the Compensation Committee with respect to the competitiveness of our executive and director compensation programs and pay levels in comparison to those of Comparator Group companies, and identified trends in executive and director compensation; and •attended Compensation Committee meetings. Fees paid to Korn Ferry in fiscal 2025 for executive and director compensation consulting services provided to the Compensation Committee were $298,000. Korn Ferry also provided leadership development and other services to management during the fiscal year. Fees paid to Korn Ferry in fiscal 2025 for these other services were $450,317. The Compensation Committee has determined that Korn Ferry is independent and its other work for the company does not raise any conflicts of interest. The Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC rules and NYSE listing standards on conflicts of interest and independence. This evaluation included considering all the services provided to the company, the amount of fees received as a percentage of Korn Ferry’s annual revenue, Korn Ferry’s policies and procedures designed to prevent conflicts of interest and maintain independence, any business or personal relationships between Korn Ferry and the members of our Compensation Committee or executive officers, and any ownership of our stock by Korn Ferry’s team that provided executive and director compensation consulting services. The Compensation Committee must pre-approve the engagement of Korn Ferry for any consulting services provided in addition to those provided to the Compensation Committee.

  94. Comparator Group

    Comparator Group Each year, the Compensation Committee, in consultation with Korn Ferry, evaluates a “Comparator Group” of similarly situated public companies that serves as a reference for comparing our named executives’ pay to the market. Our Comparator Group reflects the industry in which we primarily compete for executive talent and includes direct competitors and other companies in the healthcare field. Our Comparator Group also includes air/freight and logistics companies and retailers because of their similar sizes and business models. The following companies comprised the Comparator Group for fiscal 2025 executive pay decisions, which did not change from the prior fiscal year:

  95. Comparator Group

    | Abbott Laboratories | The Kroger Co. | | Baxter International Inc. | Labcorp Holdings Inc. | | Becton, Dickinson and Company | McKesson Corporation | | Boston Scientific Corporation | Medtronic plc | | Cencora, Inc. | Owens & Minor, Inc. | | The Cigna Group | Stryker Corporation | | CVS Health Corporation | Sysco Corporation | | Danaher Corporation | Target Corporation | | Elevance Health, Inc. | Thermo Fisher Scientific Inc. | | FedEx Corporation | United Parcel Service, Inc. | | Henry Schein, Inc. | UnitedHealth Group Incorporated | | Johnson & Johnson | Walgreens Boots Alliance, Inc. |

  96. Comparator Group

    | CARDINAL HEALTH 2025 Proxy Statement | 55 |

  97. Comparator Group

    The Compensation Committee uses the following guidelines when it reviews the Comparator Group’s composition to ensure that the companies remain relevant for comparison purposes: •firm size (firms generally falling in the range of 0.2 to 2.0 times our revenue and 0.2 to 5.0 times our market capitalization); •industry; •business model; and •other secondary considerations, such as talent market, customer base, and market presence. Our revenue is in the top quintile of the Comparator Group and our market capitalization is in the bottom quintile.

  98. How We Use Comparator Group Data

    How We Use Comparator Group Data Each year, Korn Ferry presents to the Compensation Committee an annual review of the market competitiveness of our named executives’ target total direct compensation using Comparator Group proxy statement data. The review assesses the market positioning of each named executive by position and, for the named executives other than the CEO and CFO, pay rank, and indicates where target total pay falls within a competitive range (generally within 20%) of the median of the Comparator Group. The review also indicates the competitive positioning of each named executive’s base salary, target annual incentives, target total cash compensation, target long-term incentives, target pay mix, and long-term incentive vehicles. The Compensation Committee determines target total direct compensation for each named executive using Korn Ferry’s market competitiveness assessment as a reference point. In addition, the Compensation Committee also takes into consideration an executive’s job responsibilities, time in role, performance, potential, and unique or hard-to-replace skills as well as retention and other considerations.

  99. Equity Grant Practices

    Equity Grant Practices The Compensation Committee reviews and approves annual equity awards to named executives and other eligible employees on or before the grant date in August of each year. We also may make equity awards at other times during the year for new hires or for other reasons, including, for example, a job promotion, because of an acquisition, or for retention purposes. The Compensation Committee has delegated authority to our CEO and Chief Human Resources Officer to approve grants to employees who are not designated as Section 16 officers. These awards are generally granted on the 15th day of a month. The Compensation Committee must approve any equity awards to our Section 16 officers, including the named executives. We do not backdate or retroactively grant PSUs or RSUs. We generally schedule Board and Compensation Committee meetings at least a year in advance and the grant date for annual equity awards to our employees is generally the same each year following the release of earnings for the prior fiscal year. We do not time the disclosure of earnings or other major announcements for purposes of affecting the value of executive compensation. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.

  100. Summary Compensation Table

    Summary Compensation Table

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Jason M. Hollar | 2025 | 1,492,329 | — | 13,431,441 | 3,551,742 | 500,683 | 18,976,195 | | Chief Executive Officer | 2024 | 1,434,153 | — | 20,640,912(3) | 3,112,112 | 464,032 | 25,651,209 | | | 2023 | 1,245,534 | — | 14,828,888 | 2,383,757 | 328,288 | 18,786,467 | | Aaron E. Alt | 2025 | 871,164 | — | 3,977,813 | 1,303,262 | 57,796 | 6,210,035 | | Chief Financial Officer | 2024 | 846,038 | — | 4,824,118(3) | 1,153,996 | 18,749 | 6,842,901 | | | 2023 | 375,205 | 1,000,000 | 3,815,637 | 544,798 | 265,008 | 6,000,648 | | Stephen M. Mason | 2025 | 741,932 | — | 3,357,917 | 593,545 | 51,650 | 4,745,044 | | Chief Executive Officer, Global Medical Products and Distribution Segment | 2024 | 721,038 | — | 5,973,322(3) | 627,303 | 16,150 | 7,337,813 | | | 2023 | 695,959 | — | 3,184,155 | 521,969 | 20,735 | 4,422,818 | | Deborah L. Weitzman | 2025 | 741,932 | — | 3,771,217 | 964,511 | 30,197 | 5,507,857 | | Chief Executive Officer, Pharmaceutical and Specialty Solutions Segment | 2024 | 709,153 | — | 3,598,977 | 758,794 | 21,923 | 5,088,847 | | | 2023 | 606,139 | — | 2,672,523 | 773,979 | 19,020 | 4,071,661 | | Jessica L. Mayer | 2025 | 716,932 | — | 3,202,943 | 975,027 | 30,450 | 4,925,352 | | Chief Legal and Compliance Officer | 2024 | 696,038 | — | 3,084,840 | 863,087 | 13,800 | 4,657,765 | | | 2023 | 666,918 | — | 2,918,878 | 800,302 | 13,815 | 4,399,913 |

  102. Summary Compensation Table

    (1)Except as noted in footnote (3) below, the amounts reported in the “Stock Awards” column represent the aggregate accounting value of PSUs and RSUs granted during each fiscal year. The accounting values for the PSUs were calculated assuming that the target level of performance conditions will be achieved. The table below sets forth the accounting value of the RSUs granted in fiscal 2025 and the PSUs granted in fiscal 2025 at the target level of performance and the maximum level of performance. See the Grants of Plan-Based Awards for Fiscal 2025 table on page 61 and the accompanying footnotes for information on how the accounting value of each award granted in fiscal 2025 was determined.

  103. Summary Compensation Table

    | | RSUs Granted ($) | PSUs | | | Name | | Target ($) | Maximum ($) | | Hollar | 5,199,967 | 8,231,474 | 19,755,561 | | Alt | 1,539,984 | 2,437,829 | 5,850,813 | | Mason | 1,299,992 | 2,057,925 | 4,938,976 | | Weitzman | 1,460,022 | 2,311,195 | 5,546,867 | | Mayer | 1,239,994 | 1,962,950 | 4,711,102 |

  104. Summary Compensation Table

    (2)The amounts reported in the “All Other Compensation” column for each named executive include matching charitable contributions for all three fiscal years. The elements of compensation included in the “All Other Compensation” column for fiscal 2025 are set forth in a table below. (3)As reported in last year’s proxy statement, the amounts reported in the “Stock Awards” column for fiscal 2024 included incremental accounting expense for Messrs. Hollar, Alt, and Mason for previously granted stock awards that were considered modified for accounting purposes due to an amendment to our Severance Plan (which is discussed on pages 53 and 54 of CD&A). The amendment to the Severance Plan changed the treatment of unvested stock awards held by executive officers if we terminate them without cause before September 21, 2025. The amounts of this incremental accounting expense for fiscal 2024 were: Mr. Hollar — $8,301,653; Mr. Alt — $968,118; and Mr. Mason — $2,888,482.

  105. Summary Compensation Table

    | CARDINAL HEALTH 2025 Proxy Statement | 59 |

  106. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 In the table below, we show the potential ranges of the fiscal 2025 annual incentive awards and PSUs and RSUs granted in fiscal 2025. We include the accounting values of the stock awards in the “Stock Awards” column of the Summary Compensation Table.

  107. Grants of Plan-Based Awards for Fiscal 2025

    | Name/ Award Type | Grant Date | Approval Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Potential Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hollar | | | | | | | | | | | | Annual Incentive | | | 522,315 | 2,611,575 | 5,092,572 | | | | | | | PSUs | 8/15/2024 | 8/7/2024 | | | | 36,141 | 72,282 | 173,477 | | 8,231,474 | | RSUs | 8/15/2024 | 8/7/2024 | | | | | | | 48,188 | 5,199,967 | | Alt | | | | | | | | | | | | Annual Incentive | | | 191,656 | 958,281 | 1,868,648 | | | | | | | PSUs | 8/15/2024 | 8/7/2024 | | | | 10,704 | 21,407 | 51,377 | | 2,437,829 | | RSUs | 8/15/2024 | 8/7/2024 | | | | | | | 14,271 | 1,539,984 | | Mason | | | | | | | | | | | | Annual Incentive | | | 148,386 | 741,932 | 1,446,767 | | | | | | | PSUs | 8/15/2024 | 8/7/2024 | | | | 9,036 | 18,071 | 43,370 | | 2,057,925 | | RSUs | 8/15/2024 | 8/7/2024 | | | | | | | 12,047 | 1,299,992 | | Weitzman | | | | | | | | | | | | Annual Incentive | | | 148,386 | 741,932 | 1,446,767 | | | | | | | PSUs | 8/15/2024 | 8/7/2024 | | | | 10,148 | 20,295 | 48,708 | | 2,311,195 | | RSUs | 8/15/2024 | 8/7/2024 | | | | | | | 13,530 | 1,460,022 | | Mayer | | | | | | | | | | | | Annual Incentive | | | 143,386 | 716,932 | 1,398,017 | | | | | | | PSUs | 8/15/2024 | 8/7/2024 | | | | 8,619 | 17,237 | 41,369 | | 1,962,950 | | RSUs | 8/15/2024 | 8/7/2024 | | | | | | | 11,491 | 1,239,994 |

  108. Grants of Plan-Based Awards for Fiscal 2025

    (1)This information relates to annual cash incentive award opportunities with respect to fiscal 2025 performance. Amounts actually earned under the annual cash incentive awards are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. (2)“Equity Incentive Plan Awards” are PSUs granted during the fiscal year under our 2021 LTIP. PSUs are eligible to vest after a three-year performance period based on (i) the sum of adjusted non-GAAP diluted EPS CAGR and average annual dividend yield, (ii) non-GAAP adjusted free cash flow, and (iii) an Our Path Forward measure, with a modifier based on TSR relative to the S&P 500 Health Care Index. PSUs accrue cash dividend equivalents that are payable when, and only to the extent that, the PSUs vest. (3)“All Other Stock Awards” are RSUs granted during the fiscal year under our 2021 LTIP that vest ratably over three years and accrue cash dividend equivalents that are payable when, and only to the extent that, the RSUs vest. (4)We valued PSUs granted during the fiscal year using a Monte Carlo simulation valuation model based on the probable outcome of the performance conditions as of the grant date. The Monte Carlo model applies a risk-free interest rate and expected volatility assumptions. The risk-free interest rate is assumed to equal the yield on U.S. Treasury bonds on the grant date with remaining terms consistent with the remaining performance measurement period. Expected volatility is based on the average of historical volatility over a look-back period commensurate with the remaining performance measurement period ending on the grant date and the implied volatility from exchange-traded options as of the grant date. For the PSUs granted during the fiscal year, the assumed per-share value was $113.88, using a risk-free rate of 3.89% and expected volatility of 24.54%. We valued RSUs granted during the fiscal year by multiplying the closing price of our common shares on the NYSE on the grant date by the number of RSUs awarded. Accounting values differ from the compensation values of PSU and RSU awards discussed in the CD&A.

  109. Grants of Plan-Based Awards for Fiscal 2025

    | CARDINAL HEALTH 2025 Proxy Statement | 61 |

  110. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025 The table below shows the number of shares underlying unvested PSUs and RSUs held by our named executives on June 30, 2025. No outstanding stock options were held by our named executives on June 30, 2025.

  111. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Hollar | 111,694(3) | 18,764,592 | 549,276(4) | 92,278,368 | | Alt | 29,575(5) | 4,968,600 | 160,040(6) | 26,886,720 | | Mason | 26,614(7) | 4,471,152 | 130,503(8) | 21,924,504 | | Weitzman | 28,955(9) | 4,864,440 | 126,150(10) | 21,193,200 | | Mayer | 24,906(11) | 4,184,208 | 124,292(12) | 20,881,056 |

  112. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    (1)The market value is the product of $168.00, the closing price of our common shares on the NYSE on June 30, 2025, and the number of shares subject to unvested awards. (2)Fiscal 23-25 PSUs are actual amounts that vested based on our performance over the performance period. Based on current performance in accordance with the SEC rules, PSUs for the fiscal 2024 through fiscal 2026 performance cycle (“Fiscal 24-26 PSUs”) and Fiscal 25-27 PSUs assume payout at the maximum payout level (without giving effect to the relative TSR modifier). Outstanding PSUs, if earned, pay out in August 2025, August 2026, and August 2027. (3)Reflects RSUs that vest as follows: 61,869 shares on August 15, 2025; 33,762 shares on August 15, 2026; and 16,063 shares on August 15, 2027. (4)Reflects 245,420 Fiscal 23-25 PSUs, 159,292 Fiscal 24-26 PSUs, and 144,564 Fiscal 25-27 PSUs. (5)Reflects RSUs that vest as follows: 10,288 shares on August 15, 2025; 4,242 shares on February 15, 2026; 10,288 shares on August 15, 2026; and 4,757 shares on August 15, 2027. (6)Reflects 67,448 Fiscal 23-25 PSUs, 49,778 Fiscal 24-26 PSUs, and 42,814 Fiscal 25-27 PSUs. (7)Reflects RSUs that vest as follows: 14,157 shares on August 15, 2025; 8,441 shares on August 15, 2026; and 4,016 shares on August 15, 2027. (8)Reflects 54,537 Fiscal 23-25 PSUs, 39,824 Fiscal 24-26 PSUs, and 36,142 Fiscal 25-27 PSUs. (9)Reflects RSUs that vest as follows: 14,966 shares on August 15, 2025; 9,479 shares on August 15, 2026; and 4,510 shares on August 15, 2027. (10)Reflects 39,100 Fiscal 23-25 PSUs, 46,460 Fiscal 24-26 PSUs, and 40,590 Fiscal 25-27 PSUs. (11)Reflects RSUs that vest as follows: 12,969 shares on August 15, 2025; 8,106 shares on August 15, 2026; and 3,831 shares on August 15, 2027.

  113. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    | 64 | CARDINAL HEALTH 2025 Proxy Statement |

  114. Option Exercises and Stock Vested for Fiscal 2025

    Option Exercises and Stock Vested for Fiscal 2025 The table below shows stock options that were exercised, and PSUs and RSUs that vested, during fiscal 2025 for each of our named executives.

  115. Option Exercises and Stock Vested for Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Hollar | — | — | 98,857(2) | 10,701,995 | | Alt | — | — | 9,773 | 1,142,963 | | Mason | 14,961 | 382,894 | 63,192(2) | 6,827,631 | | Weitzman | — | — | 28,363 | 3,079,868 | | Mayer | 8,673 | 294,760 | 70,129(2) | 7,711,714 |

  116. Option Exercises and Stock Vested for Fiscal 2025

    (1)This column represents shares acquired on vesting of PSUs granted during fiscal 2022 and RSUs granted during fiscal 2022, 2023, and 2024. (2)Includes 15,166 shares, 15,166 shares, and 13,788 shares the receipt of which was deferred, net of required withholding, for Messrs. Hollar and Mason and Ms. Mayer, respectively, per the terms of the Fiscal 22-24 PSUs.

  117. Nonqualified Deferred Compensation in Fiscal 2025

    Nonqualified Deferred Compensation in Fiscal 2025 The table below provides information regarding the named executives’ accounts under our DCP and deferred share arrangements.

  118. Nonqualified Deferred Compensation in Fiscal 2025

    | Name/Award Type | Executive Contributions in Last FY ($)(1)(2) | Cardinal Health Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Hollar | | | | | | | DCP | 338,220 | 4,000 | 204,474 | — | 1,616,076 | | Deferred shares | 1,537,933 | — | 6,118,662 | 2,394,336 | 8,979,432 | | Alt | | | | | | | DCP | 51,587 | 4,300 | 14,132 | — | 133,286 | | Deferred shares | — | — | — | — | — | | Mason | | | | | | | DCP | — | — | 68,624 | — | 556,588 | | Deferred shares | 1,516,891 | — | 844,685 | 2,361,576 | — | | Weitzman | | | | | | | DCP | 460,949 | 4,200 | 558,627 | — | 5,461,190 | | Deferred shares | — | — | — | — | — | | Mayer | | | | | | | DCP | 43,154 | 4,000 | 14,473 | — | 321,869 | | Deferred shares | 1,378,982 | — | 767,890 | 2,146,872 | — |

  119. Nonqualified Deferred Compensation in Fiscal 2025

    (1)The DCP amounts shown include salary and fiscal 2024 cash incentive awards deferred during fiscal 2025. (2)DCP amounts included as contributions in the table and also reported as fiscal 2025 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $78,519; Mr. Alt — $55,887; Ms. Weitzman — $275,450; and Ms. Mayer — $4,000. (3)We calculate the aggregate DCP earnings based upon the change in value of the investment options selected by the named executive during the year. Aggregate deferred share earnings are calculated based upon the change in their total value from the first day of the fiscal year (or the vesting date, if later) to the last day of the fiscal year. (4)DCP amounts included in the aggregate balance at June 30, 2025 in the table and also reported as fiscal 2024 and 2023 compensation in the Summary Compensation Table of this proxy statement are as follows: Mr. Hollar — $456,463; Mr. Alt — $61,408; Ms. Weitzman — $838,766; and Ms. Mayer — $86,309. Our DCP permits certain management employees, including the named executives, to defer between 1% and 50% of base salary and between 1% and 80% of incentive compensation. In addition, we may make additional matching and non-matching contributions to the deferred balances of participants. We make matching contributions on amounts deferred under the DCP from compensation in excess of $350,000, but not in excess of $450,000 (subject to future annual adjustments based on certain U.S. Internal Revenue Service

  120. Nonqualified Deferred Compensation in Fiscal 2025

    | CARDINAL HEALTH 2025 Proxy Statement | 65 |

  121. Nonqualified Deferred Compensation in Fiscal 2025

    limits), at the same rate as contributions are matched under the 401(k) Savings Plan. We also may credit participants’ accounts with additional company contributions in the same amount as company contributions made to the 401(k) Savings Plan based on a percentage of fiscal year compensation in excess of $350,000, but not in excess of $450,000. Each participant may direct the investment of their DCP account by selecting among certain notional investment options that generally track publicly available mutual funds and investments and by periodically changing investment elections as the participant deems appropriate. We pay participants’ deferred balances in cash upon retirement, termination from employment, death, or total disability in a single lump sum or annual installment payments over a period of five or ten years. The DCP does not qualify under Section 401(a) of the Code and is exempt from many of the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) as a “top hat” plan for a select group of management or highly compensated employees. Apart from the DCP, a named executive also may defer receipt of shares that otherwise would be issued on the date that stock awards vest until after the named executive is no longer employed by Cardinal Health or until a fixed future date.

  122. Nonqualified Deferred Compensation in Fiscal 2025

    | 66 | CARDINAL HEALTH 2025 Proxy Statement |

  123. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End In accordance with the SEC rules, the table below presents the potential payments and benefits in the event of termination of employment or a change of control for each named executive, calculated as if the named executive’s employment had terminated under the indicated circumstances as of June 30, 2025, the last day of fiscal 2025. The table below uses the closing market price of our common shares on June 30, 2025 ($168.00). The table does not include certain other benefits that are available to all our salaried employees upon retirement, death, or disability, including 401(k) Savings Plan distributions, group and supplemental life insurance benefits, and short-term and long-term disability benefits. The amounts reported in the table below are hypothetical amounts. Actual payments will depend on the circumstances and timing of any termination of employment or change of control. The paragraphs following the table explain the general provisions applicable to each termination or change of control situation.

  124. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    | | Voluntary Termination ($)(1) | Involuntary Termination Without Cause ($) | Death or Disability ($) | Qualifying Termination Following Change of Control ($) | | Hollar | | | | | | Cash severance | 0 | 9,281,250 | 0 | 10,312,500 | | Annual cash incentive award(2) | 0 | 2,611,575 | 2,611,575 | 2,611,575 | | Long-term incentive awards(3) | 0 | 80,667,720(4) | 111,042,960(5) | 111,042,960(5) | | Medical benefits | 0 | 27,098 | 0 | 27,098 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 92,612,643 | 113,654,535 | 124,019,133 | | Alt | | | | | | Cash severance | 0 | 3,215,625 | 0 | 3,675,000 | | Annual cash incentive award(2) | 0 | 958,281 | 958,281 | 958,281 | | Long-term incentive awards(3) | 0 | 22,601,376(4) | 31,855,320(5) | 31,855,320(5) | | Medical benefits | 0 | 28,155 | 0 | 28,155 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 26,828,437 | 32,813,601 | 36,541,756 | | Mason | | | | | | Cash severance | 0 | 2,607,500 | 0 | 2,980,000 | | Annual cash incentive award(2) | 0 | 741,932 | 741,932 | 741,932 | | Long-term incentive awards(3) | 0 | 18,810,792(4) | 26,395,656(5) | 26,395,656(5) | | Medical benefits | 0 | 28,061 | 0 | 28,061 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 0 | 22,213,285 | 27,137,588 | 30,170,649 | | Weitzman | | | | | | Cash severance | 0 | 2,607,500 | 0 | 2,980,000 | | Annual cash incentive award(2) | 741,932 | 741,932 | 741,932 | 741,932 | | Long-term incentive awards(3) | 17,449,152(4) | 17,449,152(4) | 26,057,640(5) | 26,057,640(5) | | Medical benefits | 0 | 28,061 | 0 | 28,061 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 18,191,084 | 20,851,645 | 26,799,572 | 29,832,633 | | Mayer | | | | | | Cash severance | 0 | 2,520,000 | 0 | 2,880,000 | | Annual cash incentive award(2) | 716,932 | 716,932 | 716,932 | 716,932 | | Long-term incentive awards(3) | 17,727,864(4) | 17,727,864(4) | 25,065,264(5) | 25,065,264(5) | | Medical benefits | 0 | 18,971 | 0 | 18,971 | | Outplacement services | 0 | 25,000 | 0 | 25,000 | | Total | 18,444,796 | 21,008,767 | 25,782,196 | 28,706,167 |

  125. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    (1)Mses. Mayer and Weitzman satisfied the standard age and service requirements to qualify for retirement under our MIP and 2021 LTIP in the event of a voluntary termination.

  126. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    | CARDINAL HEALTH 2025 Proxy Statement | 67 |

  127. Potential Payments upon Termination of Employment or Change of Control at Fiscal Year-End

    (2)Assumes that the annual cash incentive payouts were at the following fiscal 2025 target amounts: Mr. Hollar — $2,611,575 (actual payout was $3,551,742); Mr. Alt — $958,281 (actual payout was $1,303,262); Mr. Mason — $741,932 (actual payout was $593,545); Ms. Weitzman — $741,932 (actual payout was $964.511); and Ms. Mayer — $716,932 (actual payout was $975,027). (3)We valued the vesting of PSUs and RSUs by multiplying the closing price of our common shares on June 30, 2025 by the number of PSUs and RSUs. PSUs are valued using the same payout assumptions as noted in footnote (2) to the Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025 table on page 64. (4)Assumes the prorated vesting of long-term incentive awards, as follows: Mr. Hollar —399,714 PSUs and 80,451 RSUs; Mr. Alt —114,880 PSUs and 19,652 RSUs; Mr. Mason — 93,113 PSUs and 18,856 RSUs; Ms. Weitzman — 83,580 PSUs and 20,284 RSUs; and Ms. Mayer — 88,014 PSUs and 17,509 RSUs. (5)Assumes the full vesting of long-term incentive awards, as follows: Mr. Hollar —549,276 PSUs and 111,694 RSUs; Mr. Alt — 160,040 PSUs and 29,575 RSUs; Mr. Mason — 130,503 PSUs and 26,614 RSUs; Ms. Weitzman — 126,150 PSUs and 28,955 RSUs; and Ms. Mayer — 124,292 PSUs and 24,906 RSUs.

  128. Voluntary Termination

    Voluntary Termination If a named executive voluntarily terminates, and they qualify for retirement under our MIP and 2021 LTIP, they generally receive: •a prorated annual cash incentive award based on actual performance; •prorated vesting of RSUs outstanding for at least six months; and •a prorated number of PSUs outstanding for at least six months that vest on the original vesting date based on actual performance. A named executive qualifies for retirement upon a voluntary termination if they are age 55 or greater and have at least 10 years of service, or they are age 60 or greater and have at least five years of service. If a named executive voluntarily terminates and does not qualify for retirement, they are not eligible for any of the post-termination benefits described in this section.

  129. Pay Ratio Disclosure

    Pay Ratio Disclosure The Dodd-Frank Act and SEC rules require us to provide the ratio of the annual total compensation of Mr. Hollar, our CEO, to the annual total compensation of our median employee. For fiscal 2025, the median annual total compensation of all our employees (other than the CEO) was $72,657. Mr. Hollar’s annual total compensation for fiscal 2025 for purposes of the pay ratio disclosure was $18,990,992. Based on this information, for fiscal 2025, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 261 to 1. To identify and determine the annual total compensation of the median employee, we collected the payroll data of all employees globally as of June 30, 2025 and used total annual base pay as of June 30, 2025 as our compensation measure, which we consistently applied to all employees. Total annual base pay represented annualized base compensation for permanent employees who were hired during the fiscal year. Using this methodology, we determined that the median employee was a non-exempt, full-time employee located in the United States. The annual total compensation was calculated for both Mr. Hollar and the median employee in accordance with the SEC rules applicable to the Summary Compensation Table, except that it also includes the company-paid portion of health insurance premiums, which is not required to be included in the Summary Compensation Table. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, estimates, and assumptions that reflect their employee populations and compensation practices, the pay ratio disclosure of other companies may not be comparable to the pay ratio reported by us.

  130. Pay Ratio Disclosure

    | 70 | CARDINAL HEALTH 2025 Proxy Statement |

  131. Pay Ratio Disclosure

    The table and graphs below summarize the relationship between the “compensation actually paid” (as required to be defined under the SEC rules, “CAP”) of the principal executive officer (“PEO”) and the non-PEO named executive officers (“Non-PEO NEOs”), and the financial performance of the company over the time horizon set forth below in accordance with applicable SEC rules. The Compensation Committee does not use the CAP amounts as a basis for making compensation decisions. For a discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please see the CD&A beginning on page 42 of this proxy statement. The financial performance measures used for purposes of this disclosure are the company’s TSR, the peer group TSR (as disclosed under Item 201(e) of Regulation-S K, and the company’s net income, each of which are required financial performance measures under the SEC rules. The SEC rules also require us to select our most important other financial performance measure that is used to link the CAP amounts paid to these officers to the company’s performance, which for fiscal 2025 was determined to be non-GAAP diluted EPS, as reflected in the SEC-required table below.

  132. Pay Ratio Disclosure

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Company Selected Measure: Non-GAAP Diluted EPS ($)(4) | | Year | Hollar ($) | Kaufmann ($) | Hollar ($) | Kaufmann ($) | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2025 | 18,976,195 | N/A | 72,784,925 | N/A | 5,347,072 | 19,819,300 | 371 | 134 | 1,569 | 8.24 | | 2024 | 25,651,209 | N/A | 28,304,507 | N/A | 5,981,832 | 7,969,614 | 213 | 145 | 853 | 7.53 | | 2023 | 18,786,467 | 3,528,968 | 40,796,971 | 12,948,517 | 4,154,565 | 9,212,666 | 202 | 132 | 331 | 5.85 | | 2022 | N/A | 13,463,557 | N/A | 3,175,014 | 4,110,560 | 2,918,363 | 109 | 127 | (937) | 5.07 | | 2021 | N/A | 12,482,378 | N/A | 9,686,761 | 3,715,505 | 4,121,383 | 115 | 125 | 612 | 5.57 |

  133. Pay Ratio Disclosure

    (1)The PEO for fiscal 2025 and 2024 was Mr. Hollar. The PEOs for fiscal 2023 were Mr. Hollar and Michael C. Kaufmann. The PEO for fiscal 2022 and 2021 was Mr. Kaufmann. The Non-PEO NEOs for fiscal 2025 and 2024 were Mses. Mayer and Weitzman and Messrs. Alt and Mason. The Non-PEO NEOs for fiscal 2023 were Mses. Patricia M. English, Mayer, and Weitzman and Messrs. Alt, Victor L. Crawford, and Mason. The Non-PEO NEOs for fiscal 2022 and 2021 were Ms. Mayer and Messrs. Crawford, Hollar, and Mason. Amounts set forth in the table for the PEO do not include Mr. Hollar’s compensation for years in which he did not serve as PEO. Where applicable, such amounts are included in the Non-PEO NEO amounts. (2)The following tables show the adjustments, each of which is prescribed by the SEC rules, made to calculate the CAP amounts from the Summary Compensation Table (“SCT”) amounts. The SCT amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K. Pursuant to the applicable rules, the amounts reported in the “Stock Awards” column from the SCT are subtracted from the SCT amounts and the values reflected in the table below are added or subtracted as applicable:

  134. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

  135. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | | 2025 | 2024 | 2023 | | 2022 | 2021 | | PEO | Hollar ($) | Hollar ($) | Hollar ($) | Kaufmann ($) | Kaufmann ($) | Kaufmann ($) | | SCT total compensation | 18,976,195 | 25,651,209 | 18,786,467 | 3,528,968 | 13,463,557 | 12,482,378 | | Adjustments for stock awards | | | | | | | | Stock award values reported in SCT for the covered fiscal year | (13,431,441) | (20,640,912) | (14,828,888) | 0 | (11,051,066) | (10,197,832) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 25,060,892 | 20,398,094 | 29,849,423 | 0 | 10,213,707 | 10,748,666 | | Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year | 1,748,061 | (329,335) | 460,516 | 2,703,218 | (4,290,114) | (4,389,981) | | Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year | 39,015,871 | 2,379,497 | 5,649,120 | 5,791,292 | (6,590,127) | (482,158) | | Change in dividends accrued | 1,415,347 | 845,955 | 880,332 | 925,040 | 1,429,057 | 1,525,687 | | Compensation actually paid (as calculated) | 72,784,925 | 28,304,507 | 40,796,971 | 12,948,517 | 3,175,014 | 9,686,761 |

  136. PEO Summary Compensation Table Total Compensation to Compensation Actually Paid Reconciliation

    | CARDINAL HEALTH 2025 Proxy Statement | 71 |

  137. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

  138. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    | | 2025 ($)* | 2024 ($)* | 2023 ($)* | 2022 ($)* | 2021 ($)* | | SCT total compensation | 5,347,072 | 5,981,832 | 4,154,565 | 4,110,560 | 3,715,505 | | Adjustments for stock awards | | | | | | | Stock award values reported in SCT for the covered fiscal year | (3,577,473) | (4,370,314) | (2,764,459) | (3,137,498) | (2,447,474) | | Fair value of stock awards granted in the covered fiscal year — value at fiscal-year-end | 7,243,294 | 5,630,751 | 4,439,800 | 2,948,596 | 2,579,674 | | Change in fair value from end of prior fiscal year to vesting date for stock awards granted in prior fiscal years that vested during the covered fiscal year | 899,559 | (105,237) | 464,885 | (138,220) | 25,940 | | Change in fair value from end of prior fiscal year to end of the covered fiscal year for stock awards granted in prior fiscal years that were unvested at the end of the covered fiscal year | 9,539,342 | 567,703 | 2,636,182 | (1,185,583) | (30,365) | | Change in dividends accrued | 367,506 | 264,879 | 281,692 | 320,508 | 278,103 | | Compensation actually paid (as calculated) | 19,819,300 | 7,969,614 | 9,212,666 | 2,918,363 | 4,121,383 |

  139. Average Non-PEO NEO Summary Compensation Table Total Compensation to Average Compensation Actually Paid Reconciliation

    * Amounts presented are averages for the entire group of Non-PEO NEOs in each respective year. (3)Pursuant to the SEC rules, TSR measures the cumulative value of an initial investment of $100 on June 30, 2020, including the reinvestment of dividends, through and including the end of the applicable fiscal year for which TSR is calculated, or June 30, 2021, June 30, 2022, June 30, 2023, June 30, 2024, and June 30, 2025, respectively. As permitted by the SEC rules, the peer group referenced for purpose of the TSR comparison is the S&P 500 Health Care Index, which is the industry peer group used by the company for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described in the CD&A beginning on page 42. (4)The primary financial metric for our PSU program is adjusted non-GAAP diluted EPS, which is defined under “Performance Measure Calculations” beginning on page 63. See Annex A for a reconciliation to the comparable financial measure prepared in accordance with GAAP and the reasons why we use non-GAAP financial measures.

  140. Description of Compensation Actually Paid Versus Company Performance

    Description of Compensation Actually Paid Versus Company Performance The following charts illustrate the relationships over the past four fiscal years of the CAP amounts for our PEOs and Non-PEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income/(loss), and non-GAAP diluted EPS.

  141. Compensation Actually Paid vs. Company and Total Shareholder Return

    Compensation Actually Paid vs. Company and Total Shareholder Return

  142. Compensation Actually Paid vs. Company and Total Shareholder Return

    | | Compensation Actually Paid to Hollar | | Average Compensation Actually Paid to Non-PEO NEOs | | | Compensation Actually Paid to Kaufmann | | Cardinal Health TSR | | | S&P500 Health Care Index TSR | | |

  143. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  144. Compensation Actually Paid vs. Net Income

    | | Compensation Actually Paid to Hollar | | Average Compensation Actually Paid to Non-PEO NEOs | | | Compensation Actually Paid to Kaufmann | | GAAP Net Income/(Loss) |

  145. Compensation Actually Paid vs. Net Income

    | CARDINAL HEALTH 2025 Proxy Statement | 73 |

  146. Compensation Actually Paid vs. Non-GAAP EPS

    Compensation Actually Paid vs. Non-GAAP EPS

  147. Compensation Actually Paid vs. Non-GAAP EPS

    | | Compensation Actually Paid to Hollar | | Average Compensation Actually Paid to Non-PEO NEOs | | | Compensation Actually Paid to Kaufmann | | Non-GAAP EPS |

  148. Compensation Actually Paid vs. Non-GAAP EPS

    | 74 | CARDINAL HEALTH 2025 Proxy Statement |

  149. Compensation Actually Paid vs. Non-GAAP EPS

    Equity Compensation Plan Information

  150. Majority Vote Standard for Election of Directors

    Majority Vote Standard for Election of Directors To elect directors under Proposal 1, our governing documents require that a director nominee be elected by a majority of votes cast in an uncontested election. If an incumbent director nominee receives a greater number of votes “against” than votes “for” their election, our Corporate Governance Guidelines require the director to promptly tender a resignation to the Chairman of the Board. Within 90 days following the certification of the shareholder vote, the Governance and Sustainability Committee will recommend to the Board whether to accept the resignation. Thereafter, the Board will promptly act and publicly disclose its decision and the rationale behind the decision.

  151. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees The Governance and Sustainability Committee will consider candidates recommended by shareholders for election as director. Shareholder recommendations will be evaluated against the same criteria used to evaluate other director nominees, which criteria are discussed under “Board Membership Criteria: What we look for” on page 12. Shareholders who wish to recommend a candidate may do so by writing to the Governance and Sustainability Committee in care of Corporate Secretary, Cardinal Health, Inc., 7000 Cardinal Place, Dublin, Ohio 43017. To be considered by the Governance and Sustainability Committee for consideration at the 2026 annual meeting of shareholders, a shareholder recommendation must be received no later than May 19, 2026. Recommendations must include, at a minimum, the following information: •the name and address of the shareholder making the recommendation; •the name and address of the person recommended for nomination; •if the shareholder is not a shareholder of record, a representation and satisfactory proof of share ownership; •a statement in support of the shareholder’s recommendation, including sufficient information to permit the Governance and Sustainability Committee to evaluate the candidate’s qualifications, skills, and experience; •a description of all direct or indirect arrangements or understandings between the shareholder and the candidate recommended by the shareholder; •information regarding the candidate as would be required to be included in a proxy statement filed in accordance with SEC rules; and •the candidate’s written, signed consent to serve if elected. Shareholders who wish to nominate directors directly for election at an annual meeting of shareholders in accordance with the procedures in our Code of Regulations should follow the instructions under “Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders” below and the details contained in our Code of Regulations.

  152. Advance Notice Provisions for Item of Business or Director Nominee

    Advance Notice Provisions for Item of Business or Director Nominee If you intend to present a proposal for other business or a nomination for election to the Board at our 2026 annual meeting of shareholders (other than any such proposal included in our proxy statement and form of proxy under Rule 14a-8 under the Exchange Act), you must comply with the notice requirements set forth in our Code of Regulations and such business must be a proper matter for shareholder action. Among other requirements, you must deliver proper written notice to our corporate secretary at our principal executive offices no earlier than July 8, 2026 and no later than the close of business on August 7, 2026. If the date of the 2026 annual meeting of shareholders is more than 30 days before, or more than 60 days after, November 5, 2026, written notice must be delivered after the close of business on the 120th day prior to the meeting, but before the close of business on the later of the 90th day prior to the meeting or the 10th day after we first publicly announce the date of the meeting. In addition to satisfying the deadlines in the advance notice provisions of our Code of Regulations, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required by our Code of Regulations and by Rule 14a-19(b) under the Exchange Act.

  153. Advance Notice Provisions for Item of Business or Director Nominee

    | 82 | CARDINAL HEALTH 2025 Proxy Statement |

  154. Advance Notice Provisions for Item of Business or Director Nominee

    Corporate Governance Documents